Trust Stamp  the Privacy-First Identity Company providing artificial intelligence (AI)-powered trust and identity services used globally across multiple sectors, today announced that it has entered into a securities purchase agreement with a single institutional investor to purchase 1,573,330 shares of common stock (or pre-funded warrants in lieu thereof) in a registered direct offering priced at-the-market under Nasdaq rules. In a concurrent private placement, the Company also agreed to issue and sell unregistered warrants to purchase up to an aggregate of 1,573,330 shares of common stock. The combined effective offering price for each share of common stock (or pre-funded warrant in lieu thereof) and accompanying warrant is $3.30. The warrants will be immediately exercisable, will expire five years from the issuance date and will have an exercise price of $3.30 per share.

The gross proceeds to the Company from the registered direct offering and concurrent private placement are estimated to be approximately $5.2 million before deducting the placement agent’s fees and other estimated offering expenses payable by the Company. The offering is expected to close on or about April 18, 2023, subject to the satisfaction of customary closing conditions.

Maxim Group LLC is acting as the sole placement agent in connection with the offering.

The shares of common stock (or pre-funded warrants in lieu thereof) are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-271091), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on April 12, 2023. The offering of shares of common stock (or pre-funded warrants in lieu thereof) will be made only by means of a prospectus supplement that forms a part of such registration statement. The warrants to be issued in the concurrent private placement and the shares issuable upon exercise of such warrants were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and have not been registered under the Act or applicable state securities laws.